The First Cybertition

Apply for Opportunity to raise $1M Investment from JVP Cyber Labs

The JVP Cyber Labs Entrepreneurship Project Rules

Introduction

JVP Cyber Labs G.P. ("JVP Cyber Labs") is pleased to announce a Cyber Security EntrepreneurshipProject (the "Project"). The Project aims to assist cyber security entrepreneurs to turn their innovations into new products and applications in preferred market segments. JVP Cyber Labs, together with assistance from a team of industry leaders, may select one or more project ideas out of the project ideas to be submitted pursuant to the Project. The Submitting Team whose ideas are selected may be offered the entrepreneurship and financial support of JVP Cyber Labs, as part of JVP Cyber Labs' cyber security incubator program in Be'er Sheva.

JVP Cyber Labs aims to be a home to exceptional early stage companies that focus on cyber security and big data. JVP Cyber Labs' mission is to provide a suite of critical services including financing, management guidance, infrastructure and strategic business & technology direction to outstanding entrepreneurs. The JVP Cyber Labs incubator, based in the southern academia and high-tech metropolitan of Be'er Sheva, is a proprietary incubator under license of the Office of the Israeli Chief Scientist ("OCS") and represents an extremely attractive framework for seed investment while deepening JVP's penetration into Israel's entrepreneurial community.

JVP Cyber Labs is based in the epicenter of this innovation - bringing together the academia, multinationals and military-trained human capital to be at the forefront of cyber innovation. JVP Cyber Labs is headquartered in close proximity to the IDF's new Communications Corp.’s headquarters. With major multinationals placing strong emphasis on this space, JVP Cyber Labs has also established a strong ecosystem of partners from the technology, financial, security, academic and critical infrastructure sectors seeking to influence, monitor and access these innovative startups.

﻿What types of projects can participate?

A preferred project is a company concept or an invention, in the field of cyber security or other related advanced technologies, which can be applied towards a well-defined market.

Eligibility

Entries submitted must represent the original work of the Submitting Team.

A Submitting Team may be composed of an individual, or group of individuals, or a company. Submitting Teams may be of any size and may submit (in one submission) as many cyber security ideas/products as they wish. However, each idea may only be entered once.

By submitting an entry, the Submitting Team and/or any member thereof represents and warrants to JVP Cyber Labs that it has all right, title and/or interest in the entry submitted and the information it contains is accurate and complete, and that by submitting the entry to JVP Cyber Labs it is not and will not be violating any contract or third party rights including any patent, copyright, trade secret, proprietary or confidential information, trademark, publicity or privacy right, and the Submitting Team agrees to indemnify and defend JVP Cyber Labs, its affiliates, and any on their behalf against any claims or lawsuits, including attorneys’ fees, that arise from or result from such Submitting Team's submission.

Submitting Teams that have already secured financing or other capital arrangements from any source for their idea/product must disclose the amounts and sources of such funding in their Submission Form. Financing arrangements include, but are not limited to, sales revenue or contracts, research grants, personal or family funds, angel investment, or professional venture capital investment.Any Submitting Team securing financial or other capital arrangements midway through the Project must immediately disclose to JVP Cyber Labs the amounts and sources. A Submitting Team which has previously secured a financing arrangement from an institutional entity is not eligible to participate in the Project. A Submitting Team which has previously secured an equity dilutive financing arrangement in an amount exceeding $500,000, is not eligible to participate in the Project.

A panel of representatives, including of JVP Cyber Labs, will review the submissions. The representatives are not required to provide feedback to the entrants either before, during or after the project and/or presentation.

The reviewing and evaluation will be based on the ability of the Submitting Teams to present applications in the cyber security field that: (i) fill a real need and may be commercialized for large markets, (ii) are expected to create a competitive advantage on the applications field, (iii) have a professional and experienced team in the proposed application field, (iv) are able to develop a prototype of the product in a period of up to 12 months.

Start-up companies, teams and individuals considering participation in the Project are encouraged to obtain their own professional advice regarding applicable securities and intellectual property laws.

Each Submitting Team and/or any member thereof voluntarily release JVP Cyber Labs, its affiliates, representatives, and/or any on their behalf from any liabilities, responsibilities and accountabilities arising from participation in Project and/or its activities. Submitting Teams consent to the use of their names and any information submitted by them during the Project for advertising and publicity purposes (including press coverage, on-line advertising, as well as active discussions in the blog sphere), without additional compensation.

Review and Evaluation

Project submissions are to be made pursuant to the Guidelines set forth herein.

The Project submissions will be reviewed and evaluated in three stages:

Stage 1:

The first selection of up to 4 finalists (the "Finalists") will be performed by representatives of JVP Cyber Labs and may be announced by JVP Cyber Labs on February 17th, 2014 or an earlier date (such announcement may be at a JVP Cyber Labs sponsored event). JVP Cyber Labs may, in its sole discretion, elect not to select any Finalists. A Submitting Team may be required to perform live a presentation to a selected audience prior to selection of the Finalists.

Stage 2:

Following the announcement of the Finalists, if any, a panel of industry experts, comprised of individuals from leading networking, storage, enterprise software, MSSPs and other relevant verticals, would provide feedback and evaluation to JVP Cyber Labs of the respective Finalists projects. Neither the industry experts nor JVP Cyber Labs are required to provide feedback to the Finalists either before, during or after any review of the project and/or presentation. The Finalists, if any, will be invited to a meeting at JVP Cyber Labs and as a condition to their continuing participation in the Project shall be requested to sign certain confidentiality and 90 day "no-shop" undertakings, thereafter and subject thereto, the Finalists shall receive a general non-binding outline of the key terms of a term sheet JVP Cyber Labs may enter into negotiations on with any of the Finalists (the "Key Terms"). As part of the invitation, the Finalists may be required to perform live presentations to a selected audience. Each Finalist which is invited must be present on such date.

Any presentation shall be no more than 20 minutes, including 5 minutes for Q&A (questions may also be posed during the presentation).

Stage 3:

Any of the Finalists, if any, may be invited by JVP Cyber Labs, at its sole discretion, to join JVP Cyber Labs at the RSA Conference 2014 in San Francisco, scheduled to be held on February 24-28, 2014 (the "RSA Conference"). Subject to the below, JVP Cyber Labs shall bear certain reasonable expenses of such Finalist with regard to the RSA Conference, as shall be detailed at a later date. The attending of any Finalist in theRSA Conference shall also be subject to such Finalist obtaining the applicable permits/visa on time to enter the USA.

As part of the invitation, the Finalists may be required to perform live presentations at the RSA Conference.

Following the feedback from industry experts, and based on the sole discretion of JVP Cyber Labs, JVP Cyber Labs representative may announce the best project idea from the Finalists (the "First Place Finalist"), such announcement may occur at the RSA Conference. JVP Cyber Labs, in its sole discretion, may select to invest in the First Place Finalist (or in any one or more Finalists (or none at all), by itself and/or through any of its affiliates, a sum of up to $1,000,000 (such amount to include any grant by the OCS and amounts incurred by JVP with regard to deal sourcing). Such investment may be made by way of offering such Finalist, in JVP Cyber Labs' sole discretion, to enter into JVP Cyber Labs' government incubator project in Be'er Sheva, by executing a binding agreement, on terms to be mutually negotiated in good faith during the 90 day "no-shop" period, based on the Key Terms and subject to the Israel Government Incubator Program rules (to the extent applicable), finalization of definitive agreements and commercial terms, meeting certain key performance indicators, satisfactory due diligence by JVP Cyber Labs, and in applicable cases submission and approval of a request to the OCS.

Confidentiality

As a matter of convention and practicality, JVP Cyber Labs, its affiliates,and/or any on their behalfdo not sign confidentiality agreements as part of the Project. The individuals who will have access to your submissions will be JVP Cyber Labs representatives and industry leaders. These representatives are largely venture capitalist professionals who regularly deal with confidential information in the course of their work. JVP Cyber Labs does not share submissions with any parties outside of the panel of representatives reviewing such submissions, unless specific permission has been given.

Without derogating from the above, even if a Submitting Team marks its information (including its ideas, presentations and plans submitted throughout the process) as "confidential", there will be no confidentiality obligation by any recipient of a Submitting Team's submission.

No proprietary information should be included which the Submitting Team would not want disclosed to potential investors/strategic alliance partners.

Each submitting team should include an abstract (about 150-200 words) of their project idea in a language that is appropriate for broad publication. Submitting Teams consent that such abstract, or any part thereof, may be used by JVP Cyber Labs and/or the RSA Conference organizers in public documentation related to the Project. It is the responsibility of the Submitting Team to ensure that the abstract does not include any confidential information.

Guidelines

The Cyber Security EntrepreneurshipProject entry process requires the acceptance of these Project Rules and the completion of a Submission Form

The Submission Form must be received by February 7th.2014. Submissions may be made by e-mail to cyber@jvpvc.com , or submitted at the JVP booth in the CyberTech 2014 conference.

At the sole discretion of JVP Cyber Labs, late submissions will be ineligible for the Project. At JVP Cyber Labs' sole discretion, additional information may be requested from the Submitting Team.

Each Submitting Team must name a primary contact person for the Submitting Team with an e-mail address, mailing address and phone number for that person. Each submission must also include the names and e-mail addresses of each Submitting Team member.

The primary contact for each Submitting Team will be notified by e-mail of his or her Submitting Team’s status after the Stage I screening process. Personal meetings with the Submitting Team members may optionally be needed for the Stage I and Stage II screening process. Without derogating from the above, JVP Cyber Labs may request, at any time, additional information from a Submitting Team, in order to evaluate a submission.

Miscellaneous

Each Submitting Team agrees that it will not use the name of "JVP Cyber Labs" or any variation, adaptation, or abbreviation thereof, or of any of its officers, employees, or agents, or any trademark or trade name of JVP Cyber Labs or any affiliate thereof in any advertising or publicity without the prior written permission of JVP Cyber Labs.

JVP Cyber Labs is affiliated with the JVP Group and any rights, waivers and releases JVP Cyber Labs is entitled to, shall also apply to any other member of the JVP Group. "JVP Group" shall mean, with respect to JVP Cyber Labs, any person, company, partnership, or other entity which controls, is controlled by, or is under common control, directly or indirectly, by the same investment management.

JVP Cyber Labs shall not be obligated in any way to select any submission of any Submitting Team and/or Finalist, for investment or otherwise.

JVP Cyber Labs considers a variety of projects, plans, ideas and products as product development and investment opportunities, and JVP Cyber Labs, its affiliates, and/or ay on their behalf, are not under any obligation to compensate a Submitting Team and/or any on its behalf for any submission, regardless of whether JVP Cyber Labs, its affiliates and/or any on their behalf pursues a similar or identical plan, idea, product or service in the future. JVP Cyber Labs, its affiliates and/or any on its behalf may be developing (or might develop in the future) products or technologies that are similar, identical, relate to or are or may be competitive with the products, ideas, services or technologies submitted by Submitting Teams. Each Submitting Team agrees that all claims against JVP Cyber Labs, JVP Group, its affiliates and/or any on its behalf and any others involved in the Cyber Security Entrepreneurship Project, based on or arising out of any proprietary and/or confidentiality rights in the submissions are expressly disclaimed.

JVP CYBER LABS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE CYBER SECURITY ENTREPRENEURSHIP PROJECT, EXPRESS OR IMPLIED. IN NO EVENT SHALL JVP CYBER LABS, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AFFILIATES BE LIABLE FOR ANY ADVICE, INFORMATION OR DECISIONS MADE FOR OR ON BEHALF OF THE CYBER SECURITY ENTREPRENEURSHIP PROJECT OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER JVP CYBER LABS SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.